UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended July 31, 2008
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _________________ to _________________
Commission file number 333-141384
Aspen Racing Stables, Inc.
(Exact name of small business issuer as specified in its charter)
Nevada 98-0517550
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
243 Cranfield Green SE, Calgary Alberta T3M 1C4
(Address of principal executive offices)
(403) 370-1176 (Issuer's telephone number)
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filed, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filed [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 under the Act) Yes [ ] No [X ]
As of Sept. 9, 2008, registrant had outstanding 1,750,000 shares of common stock
Item 1 - FINANCIAL STATEMENTS
Aspen Racing Stables Inc.
(A Development Stage Company)
July 31, 2008
Index
Balance Sheets...............................................................F-1
Statements of Operations.....................................................F-2
Statements of Cash Flows.....................................................F-3
Notes to the Financial Statements............................................F-4
Aspen Racing Stables Inc.
(A Development Stage Company)
Balance Sheets
(Expressed in US dollars)
July 31, October 31,
2008 2007
$ $
(Unaudited)
ASSETS
Current Assets
Cash 45,493 189,361
Investment in horses (Note 3) 110,000 --
Prepaid expenses -- 139
- ----------------------------------------------------------------------------------------------
Total Assets 155,493 189,500
==============================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities 8,654 8,632
Due to related party (Note 4(b)) 3,684 3,684
- ----------------------------------------------------------------------------------------------
Total Liabilities 12,338 12,316
- ----------------------------------------------------------------------------------------------
Commitments and Contingencies (Note 1)
Stockholders' Equity
Preferred Stock, 10,000,000 shares authorized, $0.001 par value
None issued and outstanding -- --
Common Stock, 100,000,000 shares authorized, $0.001 par value
1,750,000 shares issued and outstanding (Note 6) 1,750 1,750
Additional Paid-in Capital 303,250 303,250
Donated Capital (Note 4(a)) 21,000 14,250
Deficit Accumulated During the Development Stage (182,845) (142,066)
- ----------------------------------------------------------------------------------------------
Total Stockholders' Equity 143,155 177,184
- ----------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity 155,493 189,500
==============================================================================================
(The Accompanying Notes are an Integral Part of These Financial Statements)
F-1
Aspen Racing Stables Inc.
(A Development Stage Company)
Statements of Operations
(Expressed in US dollars)
(Unaudited)
Accumulated from
March 10, 2006 Three Months Three Months Nine Months Nine Months
(Date of Inception) Ended Ended Ended Ended
to July 31, July 31, July 31, July 31, July 31,
2008 2008 2007 2008 2007
$ $ $ $ $
Revenue 100,000 -- 100,000 -- 100,000
Cost of sales 100,929 -- (100,929) -- (100,929)
- ------------------------------------------------------------------------------------------------------------------------------------
Gross Profit (929) -- (929) -- (929)
- ------------------------------------------------------------------------------------------------------------------------------------
Expenses
Donated rent (Note 4(a)) 7,000 750 750 2,250 2,250
Donated services (Note 4(a)) 14,000 1,500 1,500 4,500 4,500
General and administrative 6,349 605 3,734 1,062 4,379
Professional fees 75,889 9,151 12,914 32,967 31,459
Stable fees 2,450 -- -- -- --
Write down on investments in horses 76,228 -- -- -- 76,228
- ------------------------------------------------------------------------------------------------------------------------------------
Total Expenses 181,916 12,006 18,898 40,779 118,816
- ------------------------------------------------------------------------------------------------------------------------------------
Net Loss For the Period (182,845) (12,006) (19,827) (40,779) (119,745)
====================================================================================================================================
Net Loss Per Share - Basic and Diluted (0.01) (0.01) (0.02) (0.08)
====================================================================================================================================
Weighted Average Shares Outstanding 1,750,000 1,458,333 1,750,000 1,458,333
====================================================================================================================================
(The Accompanying Notes are an Integral Part of These Financial Statements)
F-2
Aspen Racing Stables Inc.
(A Development Stage Company)
Statements of Cash Flows
(Expressed in US dollars)
(Unaudited)
Accumulated From
March 10, 2006 Nine Months Nine Months
(Date of Inception) Ended Ended
to July 31, July 31, July 31,
2008 2008 2007
$ $ $
Operating Activities
Net loss for the period (182,845) (40,779) (119,745)
Adjustments to reconcile net loss to net cash
used in operating activities:
Cost of sales -- -- 100,929
Donated rent 7,000 2,250 2,250
Donated services 14,000 4,500 4,500
Write-off of investment in horses 76,228 -- 76,228
Changes in operating assets and liabilities:
Prepaid expenses -- 139 (139)
Accounts payable 8,654 22 (11,365)
- -------------------------------------------------------------------------------------------------------
Net Cash Flows Used In Operating Activities (76,963) (33,868) (52,658)
=======================================================================================================
Investing Activities
Expenditures on investment in horses (286,228) (110,000) (58,549)
Proceeds from the sale of horses 100,000 -- --
- -------------------------------------------------------------------------------------------------------
Net Cash Flows Used in Investing Activities (186,228) (110,000) (58,549)
- -------------------------------------------------------------------------------------------------------
Financing Activities
Advances from a related party 197,103 -- 96,903
Repayment to a related party (193,419) -- --
Proceeds from issuance of common stock 300,000 -- 5,000
Proceeds from stock subscriptions 5,000 -- --
- -------------------------------------------------------------------------------------------------------
Net Cash Flows Provided By Financing Activities 308,684 -- 101,903
=======================================================================================================
Increase (Decrease) in Cash 45,493 (143,868) 96,012
Cash - Beginning of Period -- 189,361 47
- -------------------------------------------------------------------------------------------------------
Cash - End of Period 45,493 45,493 96,059
=======================================================================================================
Supplemental Disclosures
Interest paid -- -- --
Income taxes paid -- -- --
=======================================================================================================
(The Accompanying Notes are an Integral Part of These Financial Statements)
F-3
Aspen Racing Stables Inc.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in US dollars)
(Unaudited)
1. Development Stage Company
Aspen Racing Stables Inc. (the "Company") was incorporated in the State of
Nevada on March 10, 2006. The Company is a Development Stage Company, as
defined by Statement of Financial Accounting Standard ("SFAS") No.7
"Accounting and Reporting by Development Stage Enterprises". The Company's
principal business is the purchase, breeding, training, and resale of
horses. During the year ended October 31, 2006, the Company purchased seven
foals and commenced breeding and training of the foals with the intention
of reselling the horses as yearlings. On May 25, 2007, the Company sold the
horses. During the nine month period ended July 31, 2008, the Company
purchased one foal and commenced breeding and training of the foal with the
intention of reselling the horse as a yearling.
These financial statements have been prepared on a going concern basis,
which implies the Company will continue to realize its assets and discharge
its liabilities in the normal course of business. The continuation of the
Company as a going concern is dependent upon the continued financial
support from its shareholders, the ability of the Company to obtain
necessary equity financing to continue operations, and the attainment of
profitable operations. As at July 31, 2008, the Company has accumulated
losses of $182,845 since inception. These factors raise substantial doubt
regarding the Company's ability to continue as a going concern. These
financial statements do not include any adjustments to the recoverability
and classification of recorded asset amounts and classification of
liabilities that might be necessary should the Company be unable to
continue as a going concern.
On March 16, 2007, the Company filed an SB-2 Registration Statement with
the United States Securities and Exchange Commission that was declared
effective on June 12, 2007, to issue 291,667 post reverse-split shares of
common stock at $1.03 per share for gross proceeds of $300,000.
In August 2007, the Company issued 291,667 post reverse-split shares of
common stock, pursuant to the SB-2, for cash proceeds of $300,000. The
proceeds were used to repay the initial cash financing of the Company's
operations and outstanding amounts owing to creditors. The remaining
proceeds will be used to purchase additional horses and for working capital
purposes.
2. Summary of Significant Accounting Policies
a) Basis of Presentation
These financial statements and related notes have been prepared by the
Company in accordance with accounting principles generally accepted in
the United States, and are expressed in US dollars. The Company's
fiscal year-end is October 31.
b) Interim Financial Statements
The interim unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United
States for interim financial information and with the instructions for
Securities and Exchange Commission ("SEC") Form 10-QSB. They do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
Therefore, these financial statements should be read in conjunction
with the Company's audited financial statements and notes thereto for
the year ended October 31, 2007, included in the Company's Form 10KSB
filed on February 15, 2008 with the SEC.
The financial statements included herein are unaudited; however, they
contain all normal recurring accruals and adjustments that, in the
opinion of management, are necessary to present fairly the Company's
financial position at July 31, 2008, and the results of its operations
and cash flows for the nine months ended July 31, 2008 and 2007. The
results of operations for the nine months ended July 31, 2008 are not
necessarily indicative of the results to be expected for future
quarters or the full year.
F-4
Aspen Racing Stables Inc.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in US dollars)
(Unaudited)
2. Summary of Significant Accounting Policies (Continued) c) Use of Estimates
The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could
differ from those estimates. The Company regularly evaluates estimates
and assumptions related to useful life and recoverability of investment
in horses, donated expenses, and deferred income tax asset valuations.
The Company bases its estimates and assumptions on current facts,
historical experience and various other factors that it believes to be
reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and
liabilities and the accrual of costs and expenses that are not readily
apparent from other sources. The actual results experienced by the
Company may differ materially and adversely from the Company's
estimates. To the extent there are material differences between the
estimates and the actual results, future results of operations will be
affected.
d) Basic and Diluted Net Income (Loss) Per Share
The Company computes net income (loss) per share in accordance with
SFAS No. 128, "Earnings per Share". SFAS No. 128 requires presentation
of both basic and diluted earnings per share (EPS) on the face of the
income statement. Basic EPS is computed by dividing net income (loss)
available to common shareholders (numerator) by the weighted average
number of shares outstanding (denominator) during the period. Diluted
EPS gives effect to all dilutive potential common shares outstanding
during the period using the treasury stock method and convertible
preferred stock using the if-converted method. In computing Diluted
EPS, the average stock price for the period is used in determining the
number of shares assumed to be purchased from the exercise of stock
options or warrants. Diluted EPS excludes all dilutive potential shares
if their effect is anti dilutive. As at July 31, 2008, and 2007 there
are no dilutive potential common shares.
e) Comprehensive Loss
SFAS No. 130, "Reporting Comprehensive Income," establishes standards
for the reporting and display of comprehensive loss and its components
in the financial statements. As at July 31, 2008 and 2007, the Company
has no items that represent a comprehensive loss and, therefore, has
not included a schedule of comprehensive loss in the financial
statements.
f) Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of
three months or less at the time of issuance to be cash equivalents.
g) Investment in Horses
The value of the horses include all direct acquisition costs incurred
and are recorded at the lower of cost or market until they are
available for sale. As the Company purchases the horses as foals with
the intention of breeding, training, and selling the horses as
yearlings (one-year olds), all costs associated with the acquisition,
breeding, and training of the horses are capitalized. During the nine
month period ended July 31, 2008, the Company purchased one foal for
$110,000.
h) Financial Instruments
Financial instruments, which include cash, accounts payable and accrued
liabilities, and amounts due to a related party, were estimated to
approximate their carrying values due to the immediate or short-term
maturity of these financial instruments. The Company's operations are
in Canada which results in exposure to market risks from changes in
foreign currency rates. The financial risk is the risk to the Company's
operations that arise from fluctuations in foreign exchange rates and
the degree of volatility of these rates. Currently, the Company does
not use derivative instruments to reduce its exposure to foreign
currency risk.
F-5
Aspen Racing Stables Inc.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in US dollars)
(Unaudited)
2. Summary of Significant Accounting Policies (continued)
i) Income Taxes
Potential benefits of income tax losses are not recognized in the
accounts until realization is more likely than not. The Company has
adopted SFAS No. 109 "Accounting for Income Taxes" as of its inception.
Pursuant to SFAS No. 109 the Company is required to compute tax asset
benefits for net operating losses carried forward. Potential benefit of
net operating losses have not been recognized in these financial
statements because the Company cannot be assured it is more likely than
not it will utilize the net operating losses carried forward in future
years.
j) Foreign Currency Translation
The Company's functional and reporting currency is the United States
dollar. Monetary assets and liabilities denominated in foreign
currencies are translated in accordance with SFAS No. 52 "Foreign
Currency Translation", using the exchange rate prevailing at the
balance sheet date. Gains and losses arising on settlement of foreign
currency denominated transactions or balances are included in the
determination of income. Foreign currency transactions are primarily
undertaken in Canadian dollars. The Company has not, to the date of
these financials statements, entered into derivative instruments to
offset the impact of foreign currency fluctuations.
k) Revenue Recognition
The Company recognizes revenue from the sale of it's' horses in
accordance with Securities and Exchange Commission Staff Bulletin No.
104, "Revenue Recognition in Financial Statements". Revenue is
recognized only when the price is fixed or determinable, persuasive
evidence of an arrangement exists, the horses are available for
immediate delivery, and collectability is assured. On May 25, 2007, the
Company disposed of its entire purchased horse inventory for total
revenue of $100,000.
l) Recently Issued Accounting Pronouncements
In May 2008, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts -
An interpretation of FASB Statement No. 60". SFAS 163 requires that an
insurance enterprise recognize a claim liability prior to an event of
default when there is evidence that credit deterioration has occurred
in an insured financial obligation. It also clarifies how Statement 60
applies to financial guarantee insurance contracts, including the
recognition and measurement to be used to account for premium revenue
and claim liabilities, and requires expanded disclosures about
financial guarantee insurance contracts. It is effective for financial
statements issued for fiscal years beginning after December 15, 2008,
except for some disclosures about the insurance enterprise's
risk-management activities. SFAS 163 requires that disclosures about
the risk-management activities of the insurance enterprise be effective
for the first period beginning after issuance. Except for those
disclosures, earlier application is not permitted. The adoption of this
statement is not expected to have a material effect on the Company's
financial statements.
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally
Accepted Accounting Principles". SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles to
be used in the preparation of financial statements of nongovernmental
entities that are presented in conformity with generally accepted
accounting principles in the United States. It is effective 60 days
following the SEC's approval of the Public Company Accounting Oversight
Board amendments to AU Section 411, "The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles". The adoption
of this statement is not expected to have a material effect on the
Company's financial statements.
F-6
In March 2008, the FASB issued SFAS No. 161, "Disclosures about
Derivative Instruments and Hedging Activities - an amendment to FASB
Statement No. 133". SFAS No. 161 is intended to improve financial
standards for derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand
their effects on an entity's financial position, financial performance,
and cash flows. Entities are required to provide enhanced disclosures
about: (a) how and why an entity uses derivative instruments; (b) how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations; and (c) how derivative
instruments and related hedged items affect an entity's financial
position, financial performance, and cash flows. It is effective for
financial statements issued for fiscal years beginning after November
15, 2008, with early adoption encouraged. The adoption of this
statement is not expected to have a material effect on the Company's
financial statements.
F-7
Aspen Racing Stables Inc.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in US dollars)
(Unaudited)
2. Summary of Significant Accounting Policies (continued) l) Recently Issued
Accounting Pronouncements (continued)
December 2007, the FASB issued SFAS No. 141R, "Business Combinations".
This statement replaces SFAS 141 and defines the acquirer in a business
combination as the entity that obtains control of one or more
businesses in a business combination and establishes the acquisition
date as the date that the acquirer achieves control. SFAS 141R requires
an acquirer to recognize the assets acquired, the liabilities assumed,
and any noncontrolling interest in the acquiree at the acquisition
date, measured at their fair values as of that date. SFAS 141R also
requires the acquirer to recognize contingent consideration at the
acquisition date, measured at its fair value at that date. This
statement is effective for fiscal years, and interim periods within
those fiscal years, beginning on or after December 15, 2008 and earlier
adoption is prohibited. The adoption of this statement is not expected
to have a material effect on the Company's financial statements.
In December 2007, the FASB issued SFAS No. 160, "Noncontrolling
Interests in Consolidated Financial Statements Liabilities -an
Amendment of ARB No. 51". This statement amends ARB 51 to establish
accounting and reporting standards for the Noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. This statement
is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008 and earlier adoption is
prohibited. The adoption of this statement is not expected to have a
material effect on the Company's financial statements.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option
for Financial Assets and Financial Liabilities - Including an Amendment
of FASB Statement No. 115". This statement permits entities to choose
to measure many financial instruments and certain other items at fair
value. Most of the provisions of SFAS No. 159 apply only to entities
that elect the fair value option. However, the amendment to SFAS No.
115 "Accounting for Certain Investments in Debt and Equity Securities"
applies to all entities with available-for-sale and trading securities.
SFAS No. 159 is effective as of the beginning of an entity's first
fiscal year that begins after November 15, 2007. Early adoption is
permitted as of the beginning of a fiscal year that begins on or before
November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, "Fair Value Measurements". The adoption of
this statement is not expected to have a material effect on the
Company's financial statements.
m) Reclassification
Certain items within the financial statements have been reclassified
for presentation purposes.
3. Investment in Horses
During the nine month period ended July 31, 2008, the Company incurred
$110,000 (2007 - $nil) of direct acquisition and $nil (2007 - $58,549) of
indirect development costs related to breeding and training of one horse.
4. Related Party Transactions
a) During the nine month period ended July 31, 2008, the Company
recognized a total of $2,250 (2007 - $2,250) of donated rent at $250
per month and $4,500 (2007 - $4,500) of donated management services at
$500 per month provided by the President of the Company.
b) As at July 31, 2008, the Company owes $3,684 (October 31, 2007 -
$3,684) for shareholder advances. These advances are unsecured,
non-interest bearing, and are due on demand.
5. Commitment
The Company entered into a Management Agreement dated March 7, 2008, with a
manager who will provide certain services related to the purchase, training
and managing race horses to be acquired for a term of eighteen months. The
Manager will pay all expenses incurred in conjunction with the horse racing
operations, and will receive 50% of all net revenues from the horse racing
operations.
F-8
Aspen Racing Stables Inc.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in US dollars)
(Unaudited)
6. Subsequent Events
a) On August 15, 2008, the Company sold its horse for $110,000.
b) On August 21, 2008, the Company entered into a Stock Purchase
Agreement with KUN RUN Biotechnology LTD. ("KUN RUN"), a Hong Kong
corporation and its principal shareholder, pursuant to which the
Company will acquire all of the outstanding capital stock of KUN RUN.
The terms of the agreement include the Company effecting a reverse
stock-split in which one new share will be issued for each 3.42857
shares outstanding. In consideration for the transfer to the Company
of 100% of the issued and outstanding shares of KUN RUN, the Company
will issue 24,250,000 post reverse split shares of common stock, of
which 1,000,000 post reverse split shares will be placed into escrow
pending the results of KUN RUN for the year ending December 31, 2008.
KUN RUN is the 99.12% parent corporation of Hainan Zhonghe
Pharmaceuticals Co., Ltd., which produces pharmaceutical products in
Hainan, People's Republic of China. Closing will occur upon
satisfaction of the conditions set forth in the Agreement.
c) On September 8, 2008, the Company effected a reverse stock-split of
the issued and outstanding common stock in which one new share was
issued for each 3.42857 shares outstanding. As a result, the issued
and outstanding share capital decreased from 6,000,000 shares of
common stock to 1,750,000 shares of common stock. All share amounts
have been retroactively adjusted for all periods presented.
F-9
Item 2. Management's Discussion and Analysis and Plan of Operations
This Item 2 and the July 31, 2008 Quarterly Report on Form 10-Q may contain
"forward-looking statements." In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "could," "expects,"
"plans," "intends," "anticipates," "believes," "estimates," "predicts,"
"potential" or "continue" or the negative of such terms and other comparable
terminology. These forward-looking statements include, without limitation,
statements about our market opportunity, our strategies, competition, expected
activities and expenditures as we pursue our business plan, and the adequacy of
our available cash resources. Although we believe that the expectations
reflected in any forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements. Actual results
may differ materially from the predictions discussed in these forward-looking
statements. Changes in the circumstances upon which we base our predictions
and/or forward-looking statements could materially affect our actual results.
We do not undertake any obligation to publicly update any forward-looking
statement, whether as a result of new information, future events, or otherwise,
except as required by law. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause our actual
results or achievements to be materially different from any future results or
achievements expressed or implied by such forward-looking statements. Such
factors include the factors described in our audited financial statements and
elsewhere in the Company's annual audited financial statements for the period
ended October 31, 2007 included in our Annual Report for the year ended October
31, 2007.
Further, in connection with, and because we desire to take advantage of, the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995, we caution readers regarding certain forward looking statements in the
following discussion and elsewhere in this report and in any other statement
made by, or on our behalf, whether or not in future filings with the Securities
and Exchange Commission. Forward looking statements are statements not based on
historical information and which relate to future operations, strategies,
financial results or other developments. Forward looking statements are
necessarily based upon estimates and assumptions that are inherently subject to
significant business, economic and competitive uncertainties and contingencies,
many of which are beyond our control and many of which, with respect to future
business decisions, are subject to change. These uncertainties and contingencies
can affect actual results and could cause actual results to differ materially
from those expressed in any forward looking statements made by, or on our
behalf.
The following should be read in conjunction with our annual audited financial
statements included in our Annual Report for the year ended October 31, 2007.
General
The Company's principal business is the purchase, breeding, training and
resale of thoroughbred race horses. As of July 31, 2008 we have generated
$100,000 in revenues from the sale of our horses.
Three Months Ended July 31, 2008 Compared to 2007.
Revenues. We have generated zero revenues for the three months ended July
31, 2008, versus $100,000 in revenues for the same period in 2007.
Expenses. During the three-months ended July 31, 2008, we incurred $12,006
of expenses, consisting mainly of $9,151 for professional (legal and accounting)
fees. For the comparable period in 2007, our total expenses were $18,898
consisting mainly of $12,914 for professional (legal and accounting) fees.
Net Loss. For the three months ended July 31, 2008 our net loss was $12,006
or ($0.01) per share compared to $19,827 or ($0.01) per share for the comparable
period in 2007.
Nine Months ended July 31, 2008 compared to 2007.
Revenues. We have generated zero revenues for the nine months ended July 31,
2008, versus $100,000 in revenues for the same period in 2007.
Expenses. During the nine months ended July 31, 2008, we incurred $40,779
of expenses, consisting mainly of $32,967 of professional (legal and accounting)
fees. For the comparable period in 2007, our total expenses were $118,816
consisting mainly of $76,228 for write down on investment in horses and $31,459
of professional (legal and accounting) fees.
Net Loss. For the nine months ended July 31, 2008 our net loss was $40,779
or ($0.02) per share compared to $119,745 or ($0.08) per share for the
comparable period in 2007.
2
Subsequent Events
a) On August 15, 2008, the Company sold its horse for $110,000.
b) On August 21, 2008, the Company entered into a Stock Purchase
Agreement with KUN RUN Biotechnology LTD. ("KUN RUN"), a Hong Kong
corporation and its principal shareholder, pursuant to which the
Company will acquire all of the outstanding capital stock of KUN RUN.
The terms of the agreement include the Company effecting a reverse
stock-split in which one new share will be issued for each 3.42857
shares outstanding. In consideration for the transfer to the Company
of 100% of the issued and outstanding shares of KUN RUN, the Company
will issue 24,250,000 post reverse split shares of common stock, of
which 1,000,000 post reverse split shares will be placed into escrow
pending the results of KUN RUN for the year ending December 31, 2008.
KUN RUN is the 99.12% parent corporation of Hainan Zhonghe
Pharmaceuticals Co., Ltd., which produces pharmaceutical products in
Hainan, People's Republic of China. Closing will occur upon
satisfaction of the conditions set forth in the Agreement.
c) On September 8, 2008, the Company effected a reverse stock-split of
the issued and outstanding common stock in which one new share was
issued for each 3.42857 shares outstanding. As a result, the issued
and outstanding share capital decreased from 6,000,000 shares of
common stock to 1,750,000 shares of common stock. All share amounts
have been retroactively adjusted for all periods presented.
Proceeds From Initial Public Offering
The initial public offering of the Company's Common Stock closed on August
24, 2007, and has resulted in the sale of 1,000,000 shares at $0.30 per shares,
for gross proceeds of $300,000. The proceeds were used to repay the initial cash
financing of the Company's operations and outstanding amounts owing to
creditors. The remaining proceeds will be used to purchase additional horses.
We will incur continued reporting costs to the SEC, and proceeds from the
offering will be used as required to pay for the legal and accounting costs
related to the filings. These are estimated to be $18,000 for our current fiscal
year and will be paid for from cash on hand.
Liquidity
As of July 31 2008, our cash balance was $45,493. We did not generate any
revenues for the three months ended July 31, 2008. All of our cash needs have
been met from cash on hand. On August 15, 2008, the Company sold it horse for
$110,000.
With the completion of our initial public offering, we believe that, even
though our auditors have expressed substantial doubt about our ability to
continue as a going concern, we will have sufficient financial resources to meet
our obligations for at least the next twelve months and beyond. Assuming that we
do not increase our current capacity to provide services, our primary cash
requirements would be those associated with maintaining our horses and
maintaining our status as a reporting entity. We believe that on an annual basis
those costs would not exceed $100,000. Based on this belief, we believe we will
have adequate financial resources to meet our financial obligations as we
currently conduct business for at least 12 months.
Item 3. Quantitative and Qualitative Disclosures about Market Risk. We do not
use derivative financial instruments. Our financial instruments consis of cash
and cash equivalents, accounts receivable and accounts payable. Investme in
highly liquid instruments purchased with a remaining maturity of 90 days or less
at the date of purchase are considered to be cash equivalents. The Company'
functional and reporting currency is the United States dollar. Monetary assets
and liabilities denominated in foreign currencies are translated in accordance
with SFAS No. 52 "Foreign Currency Translation", using the exchange rate
prevailing at the balance sheet date. Gains and losses arising on settlement of
foreign currency denominated transactions or balances are included in the
determination of income. Foreign currency transactions are primarily undertaken
in Canadian dollars. The Company has not, to the date of these financials
statements, entered into derivative instruments to offset the impact of foreign
currency fluctuations.
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Item 4T. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Ms. Trixy Sasnyiuk-Walt , Aspen Racing Stables, Inc. President and Chief
Executive Officer, evaluated the effectiveness of the design and operation of
its disclosure controls and procedures as defined in Exchange Act Rule
13a-15(e). The term "disclosure controls and procedures," as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended,
(the Exchange Act) means controls and other procedures of a company that are
designed to ensure that this information is recorded, processed, summarized, and
reported within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include controls and procedures designed to
ensure that information required to be disclosed by a company in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the company's management, including its principal executive and principal
financial officers, as appropriate to allow timely decisions regarding required
disclosure. Based upon his evaluation of its disclosure controls and procedures,
Aspen Racing Stables' President and chief executive officer has concluded that,
as of July 31, 2008 and as of the date of filing, the controls, and procedures
were effective at a reasonable assurance level and will continue to operate as
designed.
Aspen Racing Stables, Inc. maintains certain internal controls over financial
reporting that are appropriate, consistent with cost-benefit considerations, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles.
(b) Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rule 13a-15(f) under
the Exchange Act). Our management assessed the effectiveness of our internal
control over financial reporting as of April 30, 2008. In making this
assessment, our management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission in Internal
Control-Integrated Framework. Our management has concluded that, as of July 31,
2008, our internal control over financial reporting is effective based on these
criteria. This annual report does not include an attestation report of our
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our registered
public accounting firm pursuant to temporary rules of the SEC that permit us to
provide only management's report in this annual report.
(c) Changes in Internal Control over Financial Reporting
There were no changes in the company's internal control over financial reporting
that occurred during the period covered by this quarterly report that have
materially affected, or are reasonably likely to materially affect, the
company's internal control over financial reporting.
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PART II -- OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits.
31.1 Certification by CEO/CFO pursuant to 18 USC Section 1350 as
adopted by Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification by CEO/CFO pursuant to 18 USC Section 1350 as
adopted by Section 906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: Sept. 12, 2008
ASPEN RACING STABLES, INC.
By: /s/ Trixy Sasnyiuk-Walt
--------------------------
President
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